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Calculation of Filing Fee Table

Form S-3MEF

(Form Type)

National CineMedia, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

			Security Type			Security Class Title			Fee Calculation or Carry Forward Rule			Amount Registered(1)			Proposed Maximum Offering Price Per Unit(2)			Maximum Aggregate Offering Price			Fee Rate			Amount of Registration Fee			Carry Forward Form Type			Carry Forward File Number			Carry Forward Initial effective date			Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to be Paid			Equity			Common Stock, par value $0.01 per share			457(a)			135,473 shares			$3.81			$516,152.13			0.0001476			$76.18
Fees Previously Paid			—			—			—			—			—			—						—
Carry Forward Securities
Carry Forward Securities			—			—			—			—						—						—			—			—			—			—
			Total Offering Amounts															$516,152.13						$76.18 (3)
			Total Fees Previously Paid																					—
			Total Fee Offsets																					$76.18 (3)
			Net Fee Due																					$0

(1)Represents 135,473 shares of Common Stock currently issuable upon exchange of National CineMedia, LLC’s common membership units at the ratio of one common membership unit for one share of Common Stock. Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of Common Stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act. The price per share and aggregate offering price are based on the average of the high and low sales prices of the registrant’s Common Stock on March 12, 2024, as reported on the Nasdaq Global Select Market.

(3)As set forth in Table 2 below, pursuant to Rule 457(p) under the Securities Act, the registrant is offsetting $76.18 of the fees associated with this registration statement from the filing fee previously paid by the registrant associated with the unsold shares of Common Stock registered on the registrant’s Registration Statement on Form S-3 (File No. 333-238015) filed on May 5, 2020, with the source of such fee offset the registrant's

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Registration Statement on Form S-3ASR (File No. 333-200976) filed on December 16, 2014 (together, the “Prior Registration Statements”), which offerings have been terminated. No shares of Common Stock were sold under the Prior Registration Statements.

Table 2: Fee Offset Claims and Sources

Registrant of Filer Name

Form or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

Security Type Associated with Fee Offset Claimed

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate Offering Amount Associated with Fee Offset Claimed

Fee Paid with Fee Offset Source

Rules 457(b) and 0-11(a)(2)

Fees Offset Claims

—

—

—

—

Fees Offset Sources

—

—

—

—

—

Rule 457(p)

Fee Offset Claims

National CineMedia, Inc.

S-3

333-238015

May 5, 2020

$32,971

Equity

Common Stock, par value $0.01 per share

(3)

(3)

Fees Offset Sources

National CineMedia, Inc.

S-3ASR

333-176055

August 4, 2011

$45,157.67